Attached files
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EX-10 - FORM OF BRIDGE NOTE - QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. | rrd320537_35799.htm |
EX-10 - FORM OF WARRANT - QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. | rrd320537_35800.htm |
EX-10 - FORM OF NOTE AND WARRANT PURCHASE AGREEMENT - QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. | rrd320537_35798.htm |
DE
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33-0933072
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The Notes have an interest rate of 15% per year. Principal and accrued interest is due and payable on January 31, 2012 (the "Maturity Date"). The Notes are subordinate to (1) the Registrant's senior secured indebtedness owed to WB QT, LLC (the "WB QT Debt"), (2) all future senior secured indebtedness issued by the Registrant, provided that the proceeds are used to repay the WB QT Debt, and (3) all claims of the holders of those certain bridge notes issued by the Company on May 9, 2011 and May 20, 2011, but are senior to all other future indebtedness of the Registrant. The foregoing description of the Notes is qualified in its entirety by reference to the complete terms of such Notes, the form of which is filed herewith as Exhibit 10.2, which are incorporated herein by reference.
The Warrants have a five-year term, contain standard and customary anti-dilution provisions, and may be exercised on a cashless basis unless the shares underlying the Warrants at the time of exercise are covered by an effective resale registration statement, in which case they must be exercised for cash. The foregoing description of the Warrants is qualified in its entirety by reference to the complete terms of such Warrants, the form of which is filed herewith as Exhibit 10.3, which are incorporated herein by reference.
The Registrant paid its placement agent, Dynasty Capital Partners, Inc., a cash fee of $100,000.
The Notes, Warrants and Warrant Shares (collectively, the "Securities") have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act or any applicable state securities laws.
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
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Date: August 24, 2011
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By:
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/s/ W. Brian Olson
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W. Brian Olson
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Chief Financial Officer
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Exhibit No.
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Description
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EX-10.1
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Form of Note and Warrant Purchase Agreement
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EX-10.2
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Form of Bridge Note
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EX-10.3
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Form of Warrant
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